Autumn Leaves
by shieldmaiden5678
Summary: It's the beginning of their fifth grade year, and Arnold and Helga have reluctantly partnered up for the first big project of the year: a genealogy project. What they learn about each other's families will completely reshape their views of each other.
1. Falling Leaves

"All right class! Settle down, settle down! I have a very special announcement to make." Mr. Simmons grinned at the sea of fifth grade faces that begrudgingly turned towards him. One pudgy looking boy let out a load groan whilst a girl in pig tails and a pink dress simply rolled her eyes and mumbled an insult about the boy. Their teacher kept his cool as he continued to smile at them and wait patiently for them to finish shifting around in their seats. "Since it's the start of a fantastic new school year and I have been blessed with being your teacher again, I thought it'd be fun to start off the year with a special project!"

The class erupted into a fit of groans and a few heads slamming against desks. This was definitely not the way that they wanted to start their year off. "Now come on class! Let's get into the spirit of school! I promise you it's a fun project!"

"Aw come off it, Simmons! A project? Criminy, we just got back from summer break!" Helga leaned back into her chair with her arms folded across her as some of her classmates murmured in agreement.

"I know that summer ended and you're not all as excited as I am to get back into the wonderful realm of learning, but wait until you hear about the project! I promise you it's not as terrible as you think it will be!"

"What's the project?" shouted Harold impatiently.

"Thank you for asking, Harold! For your project, you will be researching your family histories and coming up with a presentation that you will do in front of the class so that we may all get to know you and your special families better. We're calling it a genealogy project and the whole thing will culminate with a family night at the end of the month! Isn't that exciting?" Mr. Simmons beamed as the students nodded their heads. "You will be working in partners, and as a special treat, I'm going to let you pick who you work with! So I'll ask you for your partners in about ten minutes! Have at it!" The class erupted into a flurry of frenzied action as the students frantically found their partners.

"Okay Pheebs, meet at my house right after school today and we'll bang this ridiculous project out." Helga said nonchalantly. Silently, the petite Asian girl shook her head and mumbled something inaudible. "Come on, Pheebs. Spit it out. I haven't got all day!" said Helga impatiently.

"Well, I was actually going to work with Gerald this time. I figured that this would be a great project for us so we can learn about each other's histories and get to know each other more," squeaked Phoebe as she averted her eyes from Helga's.

Helga raised her eyebrow in surprise, then glared at her best friend's betrayal. They had always worked together when the opportunity had presented itself. Now she was ditching her for that tall hair boy! "FINE!" yelled Helga as she threw her arms up. "Go work with Geraldo! See if I care." Leaning back into her seat, she crossed her arms and threw her feet up on her desk with a disgusted frown.

"Sorry," Phoebe meekly said before carefully scooting away in search of Gerald. She found him standing with Arnold in the back corner of the classroom with his arm on his best friend's shoulder.

"Do you think I should ask him?" Arnold inquired of Gerald.

"Ask what?" Phoebe piped up as the two boys quickly looked up at her. Gerald gave Phoebe a look that told her that he would update her later on the situation.

"Look, do what you need to do. I don't think he's going to let you out of this project though, even with your past. I'm going to work with Phoebe if that's all right with you?" Arnold looked over at Gerald and couldn't help but smirk as he noticed the faint tint of red on his cheeks. He nodded and Gerald scampered over to Phoebe, who beamed up at him brightly.

The football headed boy fell back into the wall as he strongly wished for the ability to melt into the room and never have to deal with this project. It was only when the ten minutes were up that he realized that he still didn't have a partner for the project. Sighing, he returned to his desk next to Gerald's and rested his head atop it as Gerald and Phoebe chatted about their respective families.

"Okay class! I'm going to go down the rows and I want you to each tell me who your partner is. Rhonda?"

"Nadine, but of course!" Rhonda snarkily announced with a roll of her eyes. Mr. Simmons nodded before motioning over to Curly.

"Harold!" yelled Curly in an almost crazy voice. Mr. Simmons continued to note down the partners of each student and was beside himself as he thought that he might not run into any difficulty this time around. That was until he got to the girl in the pink bow.

"Helga? Your partner?" Mr. Simmons inquired with a mildly nervous smile.

Helga quirked her eyebrow before replying, "Nobody." A few gasps echoed throughout the classroom and Phoebe shrunk a little in her seat out of guilt.

"Oh, well, oh dear. This is a bit of a conundrum. Um, was anyone else in the class unable to find a partner?" His eyes darted about the room frantically hoping that someone, anyone would raise their hand.

Cringing at the realization that he was the only other one in the class with no partner, Arnold half raised his hand and silently hoped that Mr. Simmons wouldn't see. If there was anyone he didn't want to know about his past and his familial roots, it was Helga Pataki, the most complicated, frustrating girl he knew. Unfortunately, Mr. Simmons immediately saw Arnold's hand go up and beamed with gratitude in the boy's direction.

"Arnold! No partner? I guess you'll be working with Helga then! Is that all right?" Begrudgingly, Arnold nodded before slumping in his chair in defeat. He didn't notice that Helga had nearly fallen out of her seat from shock.

The rest of the class passed by in a blur and it wasn't until the bell rung signaling lunch period that Arnold was brought out of his numb stupor. He leapt up out of his seat and headed to the door, but turned as he felt a tap on his shoulder.

"Look, Arnoldo. I don't want to work you anymore than you want to work with me. So let's just get this project done as soon as we can so we can end this with as little frustration as possible and get on with our lives." Helga scowled at him as she finished her sentence.

"I never said that I didn't want to work with you, but sure I have no problem getting this project done quickly. Meet at my home this afternoon after school? Or we could just walk there together," he suggested. This caught Helga off guard a bit, but she quickly regained her composure enough to stiffly nod before stomping off out of the classroom. Arnold let out an exasperated sigh before trudging out of the classroom himself. The year definitely couldn't get off to a worse start than it was already.

**A/N: Hello all and welcome to the start of a brand new fic! Hope you enjoy this first chapter! This fan fic is based off a deviation from BrokenRose entitled "Something Real", who I would like to thank for giving me permission to write this fic based off her work! THANK YOU AGAIN! **


	2. Sowing Seeds

Arnold stood nervously outside of PS 118 as a cool breeze billowed through his cornflower yellow hair. The bell had rung nearly two minutes ago and Helga was still nowhere in sight. Had she forgotten that they were supposed to walk together to his house to work on the project? He began to think that she had and started to head over to his home himself, however he was brashly knocked over by a flurry of pink and white.

"Watch where you're going, football head!" screeched Helga as she dusted herself off and collected her belongings that were now strewn around the sidewalk.

"Uh, sorry Helga. Didn't see you coming," Arnold said with a shrug. He helped Helga gather the rest of her things before offering his hand to her to help her up. For a split second it looked as though Helga was going to accept his help, however she quickly swiped his hand away as she leapt up with a scowl. "Ready to go?"

"Lead the way, Arnoldo," she grumbled while shifting her backpack on to her shoulders. For the first several minutes, they walked in absolute silence and pretended to be interested in the most minute things.

Finally Arnold broke the silence. "We should probably stop by your house on the way. You can pick up some things you might need for the project."

"What would I need from that hell hole?" spat out Helga in a disgusted voice.

Arnold shot her a disappointed look before replying, "Photo albums, journals, letters. You know, stuff that will tell you about your family's past." Scowling, Helga muttered something nasty under her breath that Arnold was sure was directed at her family. However, she nodded once in agreement with his suggestion and they continued their walk in renewed silence.

It wasn't much longer before they reached the periwinkle blue building that was Pataki abode. Helga sauntered up the stairs and swung the door, turning back and impatiently asking, "Well, aren't you going to come in or just stand out there like a dunce?" Arnold scrambled up the steps and dashed in before the door crashed closed. "Wait here while I go get some stuff, and if I find out that you've been snooping anywhere in my home then I will let Ol' Betsy come out and teach you a few new lessons on respect. Got it?" Arnold gulped and vigorously nodded. Even though he knew that she probably wouldn't dare hit him, he wasn't too keen on disproving that theory.

Helga swept up the stairs swiftly and quietly entered her parents' room to find Miriam passed out on the bed with her glasses all askew on her face. Rolling her eyes Helga stealthily made her way over to the night table and opened up the top drawer to find her mother's old photo album. Quietly she took it out and stuck it in her bag before heading back downstairs. She then went to the family room and yanked down the large family album on the topmost shelf.

"Okay that's everything. Let's get out of here now!" Helga whispered in a sharp voice as she yanked on Arnold's arm and half dragged him out her front door.

"You really didn't want to stay there long, did you?" He inquired after they had gone a few blocks.

"It's none of your business, so don't go poking around where you ought not to, got it football head?" Arnold raised his hands in defeat and dropped the subject, going back to his own inner thoughts about how much he did not want to do this project. He certainly wasn't in the mood to dance on cracks today with his personal tormentor.

"Welcome home, Shortman! I see you brought your friend with the one eyebrow!" Phil greeted the two exuberantly as they walked into the entrance hallway of the Sunset Arms boarding house. Helga scowled at Phil which only caused him to let out a chortle. This reaction confused Helga enough to break her scowl and turn to Arnold.

"Where do you want to work on this thing? I don't plan on being here all day, bucko."

"We can go to my room. Grandpa, we have to do a family history project for school. Mind if I borrow a few of the photo albums from down here?"

"Sure, Shortman! Take them all if you'd like!" He smiled as his grandson darted towards the book case and grabbed several albums. Phil could tell that something wasn't quite right with his grandson. "Everything okay, Arnold?" He soothingly asked while placing a hand on Arnold's shoulder.

"Everything's fine, grandpa," replied Arnold with his best attempt at his usual smile. He then sped up the stairs to his room with Helga hot on his heels in order to avoid any further questions from the old man. Phil just shook his head and strode back to the kitchen to help Gertie dinner. If Arnold wanted to talk about it, he would in due time.

As soon as the pair of fifth graders were settled on Arnold's fold out red couch with their respective family mementos strewn across the floor, Arnold pulled out his notebook and pencil. "Should we research your family first or mine?" Helga crossed her arms across her chest and turned away.

"I have absolutely no desire to find out anything more about my so-called _family_ than I already know," she muttered.

"Well, I don't really want to talk to others about mine either," admitted Arnold with a sigh as he slumped back against the couch. This caught Helga off guard and she immediately perked up and turned towards him with concern etched on her face.

They stared at each other for about a moment before Helga broke the silence. "You don't want to talk to the class about your parents," she put forward before turning away again. Now it was Arnold's turn to be taken aback. Her sudden insight into his own thoughts made him start to wonder as he had so often done whether Helga was as atrocious as she often seemed.

Scratching the back of his head awkwardly he nodded, then asked, "What about you? Why do you think that your family is so terrible? At least you have a family." A hollow laugh escaped Helga at this ridiculous suggestion.

"Correction. I have a _shell_ of a family. I have an alcoholic mother, a miss perfect sister, and a father who wishes that the aforementioned sister was the only daughter he had. You know what I found out only a month ago? I wa-" Helga caught herself before revealing too much. She wasn't quite ready for anyone to know the truth of her existence. Not yet anyways.

"You were what?" prompted Arnold, hoping that Helga would continue to open up to him. It was a side of her that he was only rarely granted permission to see, and he relished those opportunities as they were the only chances he got to gain real insight into who Helga Pataki truly was.

"Never mind. It's not a big deal anyways," she said as she leapt off the couch and began to collect her things. "Look I've got to get going. Plans that I can't change, have your people call mine, yada yada yada."

Arnold knew that she was simply looking for a way out of the situation at hand, but he did nothing to stop her. "Okay, same time tomorrow at your place?" Helga nodded before darting out of his room and down the stairs before he could say anything else. Exhaling, Arnold flopped back on his couch and stared up at his ceiling. He had always known that Helga's family wasn't the best one around, but how terrible could things really be for her? Besides, at least her parents were in her life to some extent while his were still missing, probably even dead.

Gertie calling from downstairs for dinner awoke him from his thoughts several hours later. He sat up and began to stand when he noticed something on the floor. Quickly he bent down and picked it up. A small smile crossed his face as he realized that Helga had left her family photo album behind in her haste to leave. Silently he weighed his options in his mind. He could flip through the album before returning it to her, possibly incurring her wrath in the process. However he would gain more insight into her home life and just who this girl truly was behind the wall that she worked so hard to keep up. He knew that the right thing to do would be to simply return the album to her without invading her privacy. Even though Arnold was known for always doing the right thing, he decided that this time he would go with the option most beneficial to him.

His decision made, he sat back down upon his couch and flipped open the album, ignoring the grumble in his stomach. Dinner could wait.

**A/N: Thanks for reading this second chapter! Any feedback is greatly appreciated! :)**


	3. Patience

It took Arnold several pages to reach the first photos of Helga. The first half of the album seemed to be primarily taken up by photos of Olga as a young girl and all of her many achievements. Once he finally landed on a page containing photos of Helga, he smiled to himself as he saw her innocent baby face. His smile faded though once he saw that the next photo was of her several years later in her ballet outfit on her tip toes. "Weird," he thought to himself as his eyes jumped over to the next page to find two family photos. Arnold found it unusual how there were only two photos of a younger Helga when there were numerous baby pictures of Olga.

As he looked at the two family photos, he realized how unhappy Helga appeared standing off to the side with a scowl from the rest of her grinning family. Flipping through the remainder of the album only showed pictures of a now adult Olga with a scowling Helga either beside her or in the background. Once he reached the end of the album, he slammed it shut and tossed it on the floor, flopping back on his couch and staring at his ceiling. Things were starting to make sense to him. Helga didn't feel like a part of her family and didn't fit in anywhere else, so she took her frustration out on her peers. What he still didn't understand was why he was the one she targeted the most for her snide remarks and cruel pranks. Arnold decided to go to the one person he knew could help him best with his boyhood conundrum. Quickly he yanked the album open and took out a family photo before scampering out of his room.

He knocked twice on his grandpa's bedroom door before Phil opened it up with a wide grin. "What's troubling you, Shortman?" Phil inquired, seeing his grandson's troubled facade.

"Well, Helga and I were working on a family history project earlier today and she left her family album in my room. I couldn't help but look through the album, and, well, I found this." He handed the photo to his grandpa who looked it over. Phil had known for a while that Helga was probably miserable with her home life, especially with a blowhard father like Big Bob. Seeing the photo really put the whole thing into perspective, as it appeared that she wasn't even a part of the Pataki family. at all.

Sighing, Phil said with a sideways glance, "Well Shortman, some families are not like ours. You know she has a blowhard father, a drunk for a mother, and an award winning sister." Arnold's shoulders fell as he stared down at the floor with a depressed look. Everything about Helga's home life was just so…abysmal. If she didn't know love and kindness on a regular basis at her home, then no wonder she had difficulty finding it at school or amongst her peers. Hate, anger, and difficulty had followed her her whole life and it was all she had ever known.

"I guess I never really noticed it until now," Arnold murmured guiltily. "She may act mean and nasty, but that doesn't mean she doesn't deserve a chance. It doesn't mean she doesn't deserve love."

Phil noticed his grandson's dejected appearance after his realization. Suddenly, an idea sparked in Phil's mind. He laughed silently to himself at the idea, especially since it was one that would certainly nudge his grandson in the right direction of following his instincts. "I know!" Phil exclaimed. "Why don't you show her?"

"Me?" Arnold yelped. He wasn't quite sure how he felt about the direction his grandpa was going.

"Sure! Be her friend, get to know her, and spend some time with her. I know she might just need someone to let her know that she's not all alone."

Arnold thought about this for a few seconds before his face lit up and a large grin crossed his face. "That's a great idea! I know she has Phoebe already, but it doesn't hurt to have another friend."

"Or a boyfriend," Phil remarked with a wink. At this Arnold went a deep shade of red in the face.

"Grandpa!"

"Heh heh heh. I'm just messing with you. You really are growing up, Shortman." Phil smiled and ruffled Arnold's hair before handing him back the photo. "Good night, Arnold."

"Night, Grandpa," Arnold replied before heading back to his room.

After he changed into his pajamas, Arnold laid down upon his red sofa with his arms behind his head. Silently he contemplated how to approach the idea of a friendship with Helga Pataki. Would she be open to the idea? Possibly, if he was careful with how he brought up the idea and didn't scare her off or worse, incur her wrath. He then asked himself if he even wanted to be friends with her. "Well, it would at least give me the chance to get to know her better and solve the mystery of why she acts the way she is," he thought to himself. Peering over at his phone, Arnold mused on whether or not it was too late to call her. He gazed over at his alarm clock and saw that it read 9 PM. Yep, too late for a phone call to the Pataki residence. It wasn't too long after that sleep overtook him while he continued to wonder to himself what a friendship with Helga would bring.

A loud ring abruptly woke Arnold from his fitful slumber not long after he had drifted off to sleep. Rubbing his eyes, he looked over at the clock and groaned when he saw that it read 10 PM. Sleepily he picked up his telephone and moaned, "Hello?"

"Arnold! Look, bucko, did I leave my photo album at your place?" shrieked Helga.

"Uh, yea you did actually. I've got it here on my bedroom floor."

Helga sighed, then went, "Good, because Bob was about to have a coronary when he found out that I had misplaced the album containing all the photos of his precious _Olga_."

"I'll bring it with me tomorrow so we'll have it for the project, okay?"

"Fine, Arnoldo, and don't even think about looking through it. That's my personal property, you got it?"

Arnold gulped and tugged at his shirt collar. Deciding it was best to just be forthright, he nervously said, "Actually, Helga, I already looked through it."

"You _what_?" Helga tersely responded.

"I looked through it already. Sorry I invaded your personal space, but, well, to be honest curiosity got the better of me," said Arnold with a shaky laugh. Silence was all he heard through the receiver and it was starting to make him incredibly uneasy. "Uh, you still there Helga?"

"CRIMINY OF COURSE I'M STILL HERE ARNOLDO!" Arnold held the receiver at arm's length as Helga continued to yell at him. "HOW DARE YOU LOOK THROUGH THAT ALBUM! THAT IS MY PRIVATE PROPERTY AND YOU HAVE SULLIED IT!"

"I said I was sorry! Look, I'll make it up to you, just cut me a break here!" Arnold was beginning to get upset over the whole situation. It was just a photo album. It wasn't like its was her personal journal or anything.

Helga groaned then went, "Fine, I'm feeling generous tonight. So here's the deal. You give me back the album tomorrow at school and we forget the whole thing happened. Got it, bucko?"

Arnold nodded furiously before smacking his head against his hand and shouting, "Yes!" A click informed him that Helga had slammed down her receiver, ending the call. With a frustrated sigh, Arnold fell back upon the sofa and stared up at the ceiling. Being friends with Helga was going to be more difficult than he thought, especially if she refused to remove a single brick from the fortress she had erected around her over the years.

"Patience, Arnold, patience," he thought to himself as he turned over and fell back into an uneasy slumber.

**A/N: Sorry about the length of time between updates, but life kind of got in the way and that is way more important. Sorry! Anyways, thanks for sticking with me and hope you enjoy this chapter! :) **


	4. Get It Together

The next day at school, Arnold placed Helga's photo album upon her desk as she glared at him leeringly. He shuddered as she snatched it and quickly stuffed it in her school bag. Throughout the entire school day he suffered silently through an increased amount of spitballs from his personal bully. It wasn't until lunch time that he got the chance to speak with her.

In the cafeteria, he strode up to her in the lunch line while brushing out the last few spitballs from his hair. Once he reached Helga, she greeted him with a cold glare before holding out her tray for a scoop of mashed potatoes. "Look I'm sorry about last night, can we just put it behind us and move on?" he asked in a meek voice as he grabbed a tray of his own. Helga glanced over at him and tersely shook her head.

"You went through my private photos without permission. What if there was something truly embarrassing in there? How would you feel if I went through your personal things, hm?" She acidly shot back as she snagged the last tapioca pudding to Arnold's slight dismay.

"I was going to see them anyways," Arnold said.

"Under my supervision! Criminy!" Turning quickly on her heel, she furiously walked off to the table where Phoebe was sitting while Arnold stood at the end of the line with a despondent look. If he had any doubts about the difficulty of his task now, they were certainly gone.

Helga slammed her tray down on the table and promptly sat down in the chair next to Phoebe, placing her feet on the table and crossing her arms. As Arnold walked by them, she scowled causing him to walk a little faster. Seeing this Phoebe asked, "Why are you being mean to Arnold?"

"I'm always mean to him! Why should today be any different?" she snapped.

"Well, it seems that your heckling of him has increased exponentially today and I was just wondering if there was a reason behind this. That's all," Phoebe shrugged and bit into her sushi roll her mother had so kindly made for her lunch.

Helga fidgeted in her seat a little before responding, "He looked through the photo album I left at his house yesterday."

Phoebe blinked once, then took on a stern expression as she sharply said, "And what exactly was wrong with that, Helga? You were the one who wanted to work with him so you could learn more about his past! He was going to see those photos anyways and why shouldn't he be given the same access to your life that you're about to get from him?" She then grabbed Helga by the shirt collar and pulled her in closer until they were nose to nose. Helga attempted to yank herself away, however Phoebe's grip on her shirt collar only tightened. "You will be nicer to Arnold because this has gone on for far too long. It's a new school year and it's time for a new, nicer you! Especially if you want him to one day love you!" She said this last sentence in a low voice so no one else around could hear them. "Do. I. Make. Myself. Clear?"

Helga gulped before vigorously nodding her head. "Good. Now I suggest you go apologize to him before the end of this lunch period. You still have two weeks left on this project." Phoebe let go of her shirt collar then returned to her sushi while Helga looked on in shock.

"You're becoming more assertive, Pheebs," she observed in a quiet voice.

"Only when the situation calls for it," Phoebe responded with a small smile.

Once she had finished her lunch, Helga slowly walked over to Arnold's table where he and Gerald were in the middle of laughing over something Gerald had just said. Upon seeing her, Gerald immediately stopped and tugged on Arnold's sweater who looked over at him before his eyes set on Helga. She gave a small wave to show that she meant no harm before she started, "Look, I'm sorry about how I've been acting since last night. I guess I over reacted about the whole thing and…yea," Nervously she rubbed her arm as she gave a slight shrug of her left shoulder while looking down at her feet.

Arnold stood and strode over to her, placing his hand on her shoulder which caused her to meet his gaze. "It's okay, I'm sorry too." She gave him a brief smile which he returned with a grin of his own. "Let me make it up to you! We'll go to Slausen's today to work on our project! My treat!"

Helga nodded before saying in a soft voice, "I'd like that."

"Meet on the steps after school?"

"Okay, see you there," she said in a voice that she hoped hid her excitement. As she walked off to rejoin Phoebe, Arnold turn to see Gerald sitting with his mouth agape.

He chuckled as he walked over and popped his friend's mouth closed. "Did I seriously just see what I think I just saw?"

Arnold nodded. "It's a new school year and it feels like things are beginning to change for the better."


End file.
